Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH LAWRENCE S
   2. Issuer Name and Ticker or Trading Symbol
COMCAST CORP [CMCSA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Co-CFO
(Last)
(First)
(Middle)
COMCAST CORPORATION, 1500 MARKET STREET		 3. Date of Earliest Transaction (Month/Day/Year)
11/07/2005
(Street)

PHILADELPHIA, PA 19102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase (1) $ 32.8437 11/07/2005   D(2)     3,044   (2) 05/01/2009 Class A Special Common Stock 3,044 $ 0 96,956 D  
Option to Purchase (1) $ 32.8437 11/07/2005   D(2)     53,750   (2) 05/01/2009 Class A Special Common Stock 53,750 $ 0 43,206 D  
Option to Purchase (1) $ 32.8437 11/07/2005   D(2)     43,206   (2) 05/01/2009 Class A Special Common Stock 43,206 $ 0 0 D  
Option to Purchase (1) $ 32.8437 11/07/2005   A(2)   3,044   05/01/2009 05/01/2009 Class A Special Common Stock 3,044 $ 0 3,044 D  
Option to Purchase (1) $ 32.8437 11/07/2005   A(2)   53,750   05/01/2009 05/01/2009 Class A Special Common Stock 53,750 $ 0 56,794 D  
Option to Purchase (1) $ 32.8437 11/07/2005   A(2)   43,206   05/01/2009 05/01/2009 Class A Special Common Stock 43,206 $ 0 100,000 D  
Option to Purchase (1) $ 37.5625 11/07/2005   D(3)     2,662   (3) 06/01/2010 Class A Special Common Stock 2,662 $ 0 797,338 D  
Option to Purchase (1) $ 37.5625 11/07/2005   D(3)     797,338   (3) 06/01/2010 Class A Special Common Stock 797,338 $ 0 0 D  
Option to Purchase (1) $ 37.5625 11/07/2005   A(3)   2,662   06/01/2010 06/01/2010 Class A Special Common Stock 2,662 $ 0 2,662 D  
Option to Purchase (1) $ 37.5625 11/07/2005   A(3)   797,338   06/01/2010 06/01/2010 Class A Special Common Stock 797,338 $ 0 800,000 D  
Option to Purchase (1) $ 36.97 11/07/2005   D(4)     5,408   (4) 07/29/2011 Class A Special Common Stock 5,408 $ 0 244,592 D  
Option to Purchase (1) $ 36.97 11/07/2005   D(4)     244,592   (4) 07/29/2011 Class A Special Common Stock 244,592 $ 0 0 D  
Option to Purchase (1) $ 36.97 11/07/2005   A(4)   5,408   07/29/2011 07/29/2011 Class A Special Common Stock 5,408 $ 0 5,408 D  
Option to Purchase (1) $ 36.97 11/07/2005   A(4)   244,592   07/29/2011 07/29/2011 Class A Special Common Stock 244,592 $ 0 250,000 D  
Option to Purchase (1) $ 35.49 11/07/2005   D(5)     300,000   (5) 01/23/2012 Class A Special Common Stock 300,000 $ 0 0 D  
Option to Purchase (1) $ 35.49 11/07/2005   A(5)   300,000   01/23/2012 01/23/2012 Class A Special Common Stock 300,000 $ 0 300,000 D  
Option to Purchase (1) $ 23.84 11/07/2005   D(6)     115,806   (6) 10/26/2012 Class A Special Common Stock 115,806 $ 0 4,194 D  
Option to Purchase (1) $ 23.84 11/07/2005   D(6)     4,194   (6) 10/26/2012 Class A Special Common Stock 4,194 $ 0 0 D  
Option to Purchase (1) $ 25.83 11/07/2005   A(6)   115,806     (7) 10/26/2012 Class A Special Common Stock 115,806 $ 0 115,806 D  
Option to Purchase (1) $ 25.83 11/07/2005   A(6)   4,194     (8) 10/26/2012 Class A Special Common Stock 4,194 $ 0 120,000 D  
Option to Purchase (9) $ 27.12 11/07/2005   D(10)     450,000   (10) 02/25/2013 Class A Common Stock 450,000 $ 0 0 D  
Option to Purchase (9) $ 27.12 11/07/2005   A(10)   450,000   02/25/2013 02/25/2013 Class A Common Stock 450,000 $ 0 450,000 D  
Option to Purchase (9) $ 29.88 11/07/2005   D(11)     375,000   (11) 03/07/2014 Class A Common Stock 375,000 $ 0 0 D  
Option to Purchase (9) $ 29.88 11/07/2005   A(11)   375,000   03/07/2014 03/07/2014 Class A Common Stock 375,000 $ 0 375,000 D  
Option to Purchase (9) $ 33.99 11/07/2005   D(12)     200,000   (12) 03/13/2015 Class A Common Stock 200,000 $ 0 0 D  
Option to Purchase (9) $ 33.99 11/07/2005   A(12)   200,000   03/13/2015 03/13/2015 Class A Common Stock 200,000 $ 0 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH LAWRENCE S
COMCAST CORPORATION
1500 MARKET STREET
PHILADELPHIA, PA 19102		       EVP & Co-CFO  

Signatures

 /s/ Smith, Lawrence S.   11/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This is an option to purchase Class A Special Common Stock.
(2) The reported transactions with this same footnote involved amendments of three outstanding options, resulting in the deemed cancellation of the old options and the grant of three replacement options. The old options were originally granted on May 3, 1999. The vesting schedules of the old options were reported on an amended Form 4 filed by the reporting person on 11/20/02.
(3) The reported transactions with this same footnote involved amendments of two outstanding options, resulting in the deemed cancellation of the old options and the grant of two replacement options. The old options were originally granted on June 2, 2000. The vesting schedules of the old options were reported on an amended Form 4 filed by the reporting person on 11/20/02.
(4) The reported transactions with this same footnote involved amendments of two outstanding options, resulting in the deemed cancellation of the old options and the grant of two replacement options. The old options were originally granted on July 30, 2001. The vesting schedules of the old options were reported on an amended Form 4 filed by the reporting person on 11/20/02.
(5) The reported transactions with this same footnote involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on January 24, 2002. The vesting schedule of the old option was reported on an amended Form 4 filed by the reporting person on 11/20/02.
(6) The reported transactions with this same footnote involved amendments of two outstanding options, resulting in the deemed cancellation of the old options and the grant of two replacement options. The old options were originally granted on October 28, 2002. The vesting schedules of the old options were reported on an amended Form 4 filed by the reporting person on 11/20/02.
(7) The vesting schedule of this replacement option is the same as the vesting schedule for the old option: 57,750 shares are immediately exercisable; 19,250 shares are exercisable on each of 10/28/2006 and 10/28/2007; 4,750 shares are exercisable on each of 10/28/2008, 10/28/2009, 10/28/2010 and 10/28/2011; and 556 shares are exercisable on 4/26/2012.
(8) The vesting schedule of this replacement option is the same as the vesting schedule for the old option: the shares are exercisable on 4/27/2012.
(9) This is an option to purchase Class A Common Stock.
(10) The reported transactions with this same footnote involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on February 26, 2003. The vesting schedule of the old option was reported on a Form 4 filed by the reporting person on 2/28/03.
(11) The reported transactions with this same footnote involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on March 9, 2004. The vesting schedule of the old option was reported on a Form 4 filed by the reporting person on 3/11/04.
(12) The reported transactions with this same footnote involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on March 14, 2005. The vesting schedule of the old option was reported on a Form 4 filed by the reporting person on 3/15/05.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.